8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                 F O R M  8 - K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): January 7, 1997


                       SERVICE CORPORATION INTERNATIONAL
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             (Exact name of registrant as specified in its charter)


                                     TEXAS
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                 (State or other jurisdiction of incorporation)


                 1-6402-1                         74-1488375
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         (Commission File Number)       (IRS Employer Identification No.)


               1929 Allen Parkway, Houston, Texas          77019
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            (Address of principal executive offices)     (Zip Code)



Registrant's telephone number, including area code:  (713) 522-5141
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ITEM 5.  OTHER EVENTS

                 On January 7, 1997, Service Corporation International issued a
Press Release, a copy of which is attached hereto as an exhibit and hereby
incorporated by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

                 (c)      The following exhibit is filed as part of this report
                          on Form 8-K:

            Exhibit 99.1 -   Service Corporation International Press Release 
                             dated January 7, 1997




                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        SERVICE CORPORATION INTERNATIONAL



Date:  January 8, 1997                  By: /s/ James M. Shelger        
                                            ------------------------------
                                            James M. Shelger
                                            Senior Vice President
                                            General Counsel and Secretary
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                              INDEX TO EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION
- -------         -----------

 99.1           - Service Corporation International Press Release 
                  dated January 7, 1997

EX-99.1

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             [SERVICE CORPORATION INTERNATIONAL NEWS RELEASE FORM]

FOR IMMEDIATE RELEASE

                       SERVICE CORPORATION INTERNATIONAL
               WITHDRAWS EXCHANGE OFFER FOR THE LOEWEN GROUP INC.

HOUSTON, TEXAS, January 7, 1997 . . . Service Corporation International (SCI),
the world's largest funeral and cemetery company, announced today that it is
withdrawing its exchange offer for The Loewen Group Inc. "The cumulative effect
of actions taken by Loewen since our offer was announced, and the disclosure of
details related to certain of Loewen's other transactions, have adversely
impacted SCI's view of Loewen's value to SCI shareholders," said R.L. Waltrip,
SCI Chairman and Chief Executive Officer. "Consequently, rather than reducing
our offer, SCI has decided not to pursue the acquisition of Loewen at this 
time."

SCI indicated that several matters were material to its decision to withdraw
the exchange offer. These included financial risks related to Loewen's recent
acquisition program; risks related to the recent Prime Succession and Rose
Hills transactions; costs associated with Loewen's lucrative golden parachutes,
retention bonuses and other severance packages; and uncertainties as to the
extent of divestitures that may be required to complete the transaction.

"SCI has produced a record of consistent earnings per share growth since 1989
that ranks in the top 2% of the S&P 500 and intends to continue to pursue
strategic transactions that add to shareholder value," said L. William
Heiligbrodt, SCI President and Chief Operating Officer.

                                     -more-
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SCI/Loewen - Page 2

"We continue to believe that a merger of SCI and Loewen could be beneficial to
the shareholders of both companies. However, in light of the actions that
Loewen has taken and the information that we have learned subsequent to the
announcement of our offer, we believe that pursuit of Loewen at this time, at
the values set forth in our exchange offer, would pose an unacceptable risk to
the SCI shareholders. Accordingly, we have determined not to jeopardize our
consistent earnings record by continuing to pursue the current transaction."

Service Corporation International is the largest funeral and cemetery
organization in the world, with 2,864 funeral service locations, 335 cemeteries
and 147 crematoria as of September 30, 1996. SCI provides funeral and cemetery
services in North America, Europe and the Pacific Rim. SCI's stock is traded on
the New York Stock Exchange. The company's ticker symbol is SRV.

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For additional information contact:

Todd Matherne, Vice President Investor Relations (713) 525-5243
102121.2653@compuserve.com